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Company (SAS) Beneficial Owners: DIAN RUB

Colombia Ready · Skystone Properties LLC

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Educational information, not legal or tax advice. Rules change; confirm with a licensed Colombian lawyer or certified public accountant, and with a licensed tax professional in your country of residence and, where relevant, a licensed lawyer in that country.

In general, a privately owned Colombian simplified stock company (SAS) must report its beneficial owners to DIAN's beneficial-owner register (Registro Único de Beneficiarios Finales, RUB). For a SAS formed from 1 June 2023, the initial report is due within two months of tax registry (RUT) registration (Resolution 227 of 2025, arts. 1.4.1.4 and 1.4.1.10, current text).

Who it applies to

Entities and exclusions

The current resolution covers Colombian companies, permanent establishments and certain structures without legal personality. It also covers certain foreign legal entities with Colombian investments. A foreign shareholder does not exempt its Colombian SAS. Article 1.4.1.5 lists narrow exclusions, including wholly public entities, accredited diplomatic or international bodies, and community-action bodies under stated conditions. These are not a general exemption for a private SAS (arts. 1.4.1.4–1.4.1.5, including the 2026 amendment). For the wider ownership decision, see personal ownership versus a SAS.

This guide uses the consolidated resolution, with its amendments. It does not use an old initial-filing campaign as the current deadline. For entities already formed or obliged by 31 May 2023, the initial deadline was 31 July 2023. Later entities have the two-month period from the applicable RUT, structure-registration or obligation trigger. The special rule for community-action bodies is different (art. 1.4.1.10).

People to identify

  • A person who holds at least 5% of capital or voting rights, alone or jointly, directly or indirectly. This also covers a person who benefits from at least 5% of assets, returns or profits under those conditions.
  • A person who, alone or jointly, exercises direct or indirect control by other means, even without that ownership percentage.
  • If neither test identifies anyone, the legal representative, unless another person has greater authority over management or direction.

These are the tests in article 1.4.1.6. The resolution also has rules for nominees, bearer shares, conditional beneficiaries and structures in an ownership chain. A foreign holding company is not the final person to identify. The SAS must examine the chain through to the relevant natural persons.

Steps

  1. Draw the ownership and control chain through to natural persons.
  2. Apply both the ownership and control tests to that chain.
  3. Collect each person’s identity and tax-number details, including issuing countries.
  4. Record names, birth date and country, nationality and residence, as applicable.
  5. Record the state or department, city, address, postal code and email, as applicable.
  6. Record the reporting criterion, individual ownership and benefit percentages, and the dates when the person became or ceased to be a beneficial owner.
  7. Add the beneficial-owner reporting responsibility (Informante Beneficiarios Finales) to the company's RUT before filing.
  8. Submit the information through DIAN's electronic RUB service.
  9. Keep the submission record and the evidence used to identify each person.

Articles 1.4.1.8, 1.4.1.9 and 1.4.1.17 set the information and due-diligence rules. Give Colombian identification, tax number, nationality and residence data priority where article 1.4.1.8 requires it. If all necessary checks still fail to identify someone, disclose that fact and the reasons. Keep trying to obtain the information (current RUB rules).

Costs

The work includes identifying people, checking documents and preparing the report. Ask any adviser to state those services and fees in writing. This guide does not quote a filing charge or a standard professional fee.

Missing, wrong, incomplete or outdated RUB information falls under Tax Statute article 658-3. Missing, late, wrong or non-responsive due-diligence information requested by DIAN can trigger article 651. Withholding information from the reporting entity or giving it false information can also lead to civil or criminal sanctions. These are separate legal routes, not a single flat RUB fine (art. 1.4.1.20).

Documents

Keep the supporting evidence while the person is a beneficial owner and for at least five years after that status ends. Liquidation has its own retention rule (art. 1.4.1.18).

Deadlines

Check for changes against the last report on 1 January, 1 April, 1 July and 1 October. If information has changed, update it within the following month counted from that review date. If nothing has changed, no update is due for that review (art. 1.4.1.11).

DIAN's published update dates for 2026 are 2 February, 4 May, 3 August and 3 November. These dates apply when an update is required; they do not replace the initial-filing deadline (DIAN calendar 2026). Changes to reported contact details can matter, as well as changes in ownership or control.

Article 1.4.1.19 has exceptions for technical failures attributable to DIAN and for force majeure. Check the official notice before relying on a different deadline (system contingency rules).

Common mistakes

Do not stop at a foreign corporate shareholder. Do not ignore control because ownership is below the percentage test. Do not treat chamber renewal as a RUB filing. See the SAS annual calendar for the separate duties and closing an inactive SAS for closure.

Sources

Educational information, not legal or tax advice. Ask a Colombian lawyer or accountant to assess your company's ownership chain and filing duties.

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Frequently asked questions

Does a Colombian SAS with a foreign owner have to report the RUB?

In general, a privately owned Colombian SAS must report its beneficial owners. A foreign shareholder does not remove this duty.

Does every shareholder count as a beneficial owner?

No. Apply the ownership, economic-benefit and control tests. The ownership or benefit threshold is 5%. Control can apply below it.

Must I file an unchanged RUB every quarter?

No. Check for changes on 1 January, 1 April, 1 July and 1 October. If nothing has changed, no update is due for that review.

Can I report only the foreign company that owns the SAS?

No. The SAS must examine the ownership and control chain to identify the relevant natural persons.

Which resolution contains the current RUB rules?

The consolidated RUB rules are in Resolution 227 of 2025, Title 4, Chapter 1, as amended. Use the current DIAN text.

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